SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2002 (May 17, 2002) Rare Medium Group, Inc. ----------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-13865 23-2368845 --------------------- ----------------------- ----------------------------- (State or Other (Commission File No.) (IRS Employer Identification Jurisdiction of No.) Incorporation) 44 West 18th Street, 6th Floor, New York, New York 10011 --------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) (646) 638-9700 -------------- (Registrant's telephone number, including area code) ITEM 5. Other Events. On May 17, 2002, the Company issued the press release filed herewith as Exhibit 99.1, which is incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Number Description 99.1 Press release issued by Rare Medium Group, Inc. on May 17, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. RARE MEDIUM GROUP, INC. (Registrant) DATE: May 17, 2002 By: /s/ Robert C. Lewis -------------------------- Name: Robert C. Lewis Title: Senior Vice President, General Counsel and Secretary